MySQL Contributor License Agreement v0.3
This is the current version 0.3 of the MySQL Contributor License Agreement, as
of 13 February 2007.
Summary
The MySQL Contributor License Agreement (CLA) means, in simple terms, that:
* You assign and transfer the copyright of your contribution to MySQL to the
extent permitted by applicable law. In return you receive back a broad
license to re-use and distribute your contribution.
* You grant a patent license to MySQL and its users, in the event that
you own a patent that covers your contribution.
* You represent that you coded and own the contribution, and are legally
entitled to grant the assignment and license.
* You may provide support for free, for a fee, or not at all.
* MySQL has no obligation to accept or use your contribution.
If we accept and maintain your contribution, and it is deemed of material value
to the Project, your benefit is that we relieve you of the burden of maintaining
your contribution and will provide you attribution in the GA release notes
unless you ask not to be mentioned. You also may select two of the following
items: a MySQL Press book, a MySQL shirt, a US $100 rebate to a conference or
training class, or a US $100 donation to the Free Software Foundation (FSF) by
MySQL AB.
Contributor License Agreement
MySQL AB
Bangårdsgatan 8
S-753 20 Uppsala
Sweden
Contributor License Agreement
Thank you for your interest in participating as a contributor to the MySQL
development project (the "Project"). The Project consists of individual
development projects for MySQL products, including but not limited to MySQL
Database Server, MySQL Clients, MySQL GUI tools, and MySQL Connectors, which may
be made available by MySQL under free and/or commercial licenses and
subscriptions.
In order to conclusively and clearly set out the responsibilities and
obligations associated with Contributions (as defined below), MySQL AB
("MySQL"), as owner of the Project, has each Contributor enter into this
Contributor License Agreement (the "Agreement") and agree to the terms below.
You and MySQL hereby accept and agree to the following terms and conditions:
1. Contributors and Contributions
1.1 Any individual or legal entity that voluntarily submits to the Project a
Contribution is addressed herein as "Contributor" or "You". A "Quality
Contributor" is an individual or legal entity that makes Contributions relating
to bug reports, bug fixes, test cases and other quality attributes of the
Project’s existing software. For legal entities, the entity making a
Contribution and all other entities that control, are controlled by, or are
under common control with that entity are considered to be a single
Contributor. For the purposes of this definition, "control" means
(a) the power, direct or indirect, to cause the direction or management of such
entity, whether by contract or otherwise, or
(b) ownership of fifty percent (50%) or more of the outstanding shares, or
(c) beneficial ownership of such entity.
1.2 A "Contribution" is any original work, including any modification or
addition to an existing work that has been submitted for inclusion in, or
documentation of, any of the products owned or managed by the Project, where
such work originates from that particular Contributor.
1.3 A Contribution is "submitted" when any form of electronic, verbal, or
written communication or documentation sent to the Project (including but not
limited to communication via email to community-contributions@mysql.com or to
individual developers @mysql.com) that includes a reference of your intent to
make a contribution to the Project.
1.4. Any Contribution submitted by You to the Project shall be under the
terms and conditions of this Agreement, without any additional terms or
conditions. In the event MySQL should request that You execute this Agreement in
written form with a personal signature, or execute a form of assignment or other
documents necessary to complete a copyright registration filing, You agree to do
so promptly and without additional consideration.
2. Contributor Grants.
For the benefit of MySQL:
2.1 You hereby irrevocably assign, transfer, and convey to MySQL all right,
title and interest in and to the Contribution. Such assignment includes all
copyrights, copyright applications, and copyright registrations, and all other
intellectual property or proprietary rights other than patents relating to the
Contribution, together with all causes of actions accrued in your favor for
infringement thereof, recognized in any jurisdiction, whether or not perfected
("Proprietary Rights"). Without limiting the generality of the foregoing, MySQL
shall have the right to use or not use the Contribution and to use, sell,
register, distribute, license, reproduce, re-use, alter, modify, edit, change,
or otherwise commercialize the Contribution as it sees fit, in any manner now
known or in the future discovered, and for any purpose. To the extent that
under any applicable mandatory law, Proprietary Rights cannot be assigned, You
irrevocably agree to grant, and You hereby grant, to MySQL an exclusive,
perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional
license to use and commercialize Proprietary Right to the Contribution in any
manner now known or in the future discovered. To the extent such license grant
is not fully valid, effective or enforceable under mandatory law, You
irrevocably agree to grant, and You hereby grant, to MySQL, such rights as
MySQL reasonably requests in order to acquire a legal position as close as
possible to full and exclusive legal ownership.
2.2 You hereby grant to MySQL and to and to any and all individuals and
entities who obtain, access, use, or distribute any MySQL product a perpetual,
non-exclusive, worldwide, fully paid-up, royalty free, irrevocable (except as
set forth below with respect to litigation) license to any patent rights to
make, have made, use, offer to sell, sell, import, and otherwise exploit or
transfer your Contribution or prepare derivative works thereof, where such
license applies only to those patent claims licensable by You that are
necessarily infringed by your Contribution alone or by combination of your
Contribution with other work of the Project. The patent license granted in this
Section shall immediately terminate with respect to any party that institutes
patent litigation against You or MySQL (including a cross-claim or counterclaim
in a lawsuit) alleging that your Contribution, or the Project work to which You
have contributed, constitutes direct or contributory patent infringement.
2.3 Upon making the assignment and grants set forth in Section 2.1, You shall
receive from MySQL a non-exclusive, worldwide, fully paid-up, royalty-free,
irrevocable license to make, have made, use, reproduce, distribute,
sub-license, modify and prepare derivative works based on your Contribution.
2.4 In case that under mandatory law, You retain any moral rights or other
inalienable rights to Contributions, You agree not to exercise such rights,
until You have provided prior written notice to MySQL and then only in
accordance with any reasonable instructions that MySQL issues in the interest
of protecting its rights and the rights of its users and customers.
2.5 In order to ensure that MySQL will be able to acquire, perfect and use
its Proprietary Rights under Section 2.1 and its patent license under Section
2.2, You will: (i) sign any documents to assist MySQL in the documentation,
perfection and enforcement of its rights, and (ii) provide MySQL with support
and reasonable access to information for recording, perfecting, securing,
defending, and enforcing its rights. You also irrevocably authorize MySQL to
act and sign on your behalf and take any necessary steps in order to perfect
MySQL’s rights under this Agreement.
3. Identification of Contributors
3.1 Upon general availability release of a MySQL product that includes your
Contribution, MySQL shall identify You by name in the acknowledgements section
of the code notes. MySQL's sole liability and your sole remedy for breach of
this Section is for MySQL to correct the attribution in the next release
following the date on which the breach was brought to MySQL's attention. Any
Contributor who does not want to be identified as a Contributor must notify
MySQL of that by means of an email to community-contributions@mysql.com.
3.2 Upon confirmation of MySQL's acceptance of your first Contribution, You
may identify yourself as a MySQL Contributor by means of a logo provided by
MySQL, and at that time shall be granted a non-exclusive, non-transferable and
fully revocable license to use and display the "MYSQL CONTRIBUTOR" logo. Any
use of the "MYSQL CONTRIBUTOR" logo must be in accordance with MySQL's
then-current trademark and logo usage guidelines, available at
http://www.mysql.com/company/legal/trademark.html. You acknowledge and agree
that MySQL owns the "MYSQL CONTRIBUTOR" logo and that any and all goodwill
arising from your use of the "MYSQL CONTRIBUTOR" logo hereunder inures solely to
the benefit of MySQL. MySQL reserves the right to terminate any Contributor's
right to identification as a MySQL Contributor and the use of any "MySQL
CONTRIBUTOR" logo upon notice.
4. Contributor Representations.
With acknowledgement and agreement that MySQL and Users of its products will
invest significant resources in product development, application development,
marketing, and other cost-intensive undertakings in reliance upon your
representations in this Agreement, You represent and warrant that:
4.1 You are legally entitled to grant the above assignment and license.
4.2 If your employer(s) has rights to intellectual property that You create
that includes your Contributions, You have received permission to make
Contributions on behalf of that employer, that your employer has waived such
rights for your Contributions to the Project, or that your employer has executed
a separate CLA with MySQL.
4.3 Each of your Contributions is your original creation. You represent that
any Contribution submission(s) You make shall include full disclosure and
complete details of any third-party license or other restriction (including, but
not limited to, related copyright, patents and trademarks) which are associated
with any part of your Contribution.
4.4 To the best of your knowledge, no government license or permission is
required for the export, import, transfer or use of the Contribution.
4.5 No claim or dispute has been alleged, threatened, made or filed in
connection with the ownership, use or distribution of your Contribution.
4.6 Entering into this Agreement and submitting a Contribution does not
violate, breach or constitute a default under any other agreement to which You
or your employer is a party, does not require any consent, approval or waiver
from or notice to any third party, and does not violate any law or regulation.
5. Contributor's Ongoing Obligation.
You agree to notify the Project promptly of any facts or circumstances of which
You become aware that would make the representations and warranties in Section 4
inaccurate or untrue in any respect.
6. Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4, NEITHER YOU NOR MYSQL
MAKE ANY WARRANTIES OF ANY KIND TO THE OTHER PARTY, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF A CONTRIBUTION'S MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
7. Support for Contributions.
You are not expected or obligated to provide technical support for your
Contributions, except to the extent You desire to provide such support. You may
provide technical support for free, for a fee, or not at all. If You decide to
provide technical support for a fee, MySQL shall have no obligation to pay any
such fee unless the terms of such support (including applicable fees) are set
forth in a separate written agreement signed by an authorized representative of
MySQL.
8. Acceptance and Compensation.
8.1 The Project is under no obligation to accept any Contribution or include
any Contribution in any Project software or documentation.
8.2 The compensation for Quality Contributors (ie bug reports, test cases, bug
patches) shall be defined in the Quality Contributor Program pages at
http://dev.mysql.com/qualitycontribution.html, which MySQL reserves the right
to change from time to time effective upon updating such web page. The
compensation you receive for a Contribution given pursuant to the Quality
Contributor Program will be determined based upon the compensation in effect on
the date your Contribution was received.
8.3 For any Contribution from You that MySQL accepts and, in its reasonable
discretion, decides is of material value to the Project (i.e. feature
contributions that significantly extend or improve the functionality of Project
software), MySQL, or its community of users, You shall have the right to
receive as consideration for your Contribution any two of the following items:
(a) a currently available title from the MySQL Press as then-listed at
http://www.mysqlpress.com/
(b) a discount of US $100 off the applicable fee for attending a MySQL training
class or user conference sponsored by MySQL
(c) a MySQL branded shirt
(d) a donation of US $100 to the Free Software Foundation.
8.4 Do not submit a Contribution if the compensation set forth in this
Agreement is not acceptable to you. Instead contact MySQL at
community-contributions@mysql.com with a complete description of the
contribution you are prepared to make and a summary of the business terms on
which the contribution could be made. From time to time MySQL will make
extraordinary compensation available for a Contribution that provides
extraordinary benefit to the Project.
8.5 For a conclusive determination of whether your Contribution gives rise
to a right to such consideration You may contact the Project at:
community-contributions@mysql.com. YOU ACKNOWLEDGE AND AGREE THAT THE
CONSIDERATION YOU ELECT TO RECEIVE PURSUANT TO THIS SECTION 8 IS THE SOLE AND
EXCLUSIVE COMPENSATION YOU WILL EVER RECEIVE IN CONNECTION WITH YOUR
CONTRIBUTION AND YOUR OBLIGATIONS AND RESPONSIBILITIES UNDER THIS AGREEMENT.
9. Future Claims.
At no time hereafter shall You dispute, contest, or aid or assist others in
disputing or contesting, either directly or indirectly, MySQL's exclusive right,
title, and interest in any and all Contributions, including (but not limited to)
any and all copyright and other intellectual property rights therein claimed by
MySQL.
10. Miscellaneous.
This Agreement contains the entire agreement between the parties, and supersedes
all prior or contemporaneous agreements or understanding, whether written or
oral, relating to its subject matter. The terms of this Agreement are binding
contractual obligations and not mere guidelines or recitals. The "License
Summary" made available in conjunction with this Agreement is provided for
informational purposes only, and in the event of a conflict between the License
Summary and the terms of this Agreement, the terms of this Agreement shall
prevail.
This Agreement may be terminated by either party upon written notice to the
other party, provided that the terms of this Agreement shall remain in full
force and effect with respect to any Contribution submitted prior to the
termination date of this Agreement. This Agreement may be amended or modified
only in a writing executed by both parties. If any provision of this Agreement
shall be deemed invalid or unenforceable, the validity and enforceability of the
remaining provisions of this Agreement shall not be affected and such provision
shall be deemed modified only to the extent necessary to make such provision
consistent with applicable law. If You are a resident of the European Union,
this Agreement shall be governed by and interpreted in accordance with the laws
of Sweden (without regard to its principles of conflicts of law). If You are a
resident of a country outside the European Union, this Agreement shall be
governed by and interpreted in accordance with the laws of the State of
California, U.S.A. (without regard to its principles of conflicts of law). You
agree that the terms and conditions of this Agreement are reasonable and
necessary for protection of MySQL's interest in the Project and the assigned
Contributions, and that irreparable injury will result to MySQL if You breach
any term or condition herein. You agree that MySQL may take any necessary
action to compel specific performance or enjoin any violation of this Agreement
before any court of competent jurisdiction. MySQL, as used herein, shall mean
MySQL AB, as well as its successors and assigns.